American Healthcare REIT Taps a Forward Equity Sale to Fund Senior Housing Buying
The structure hands the REIT control of its own settlement clock, with the option to defer the cash and the new shares until as late as August 2028.
August 13, 2026
American Healthcare REIT closed a 13.25 million-share common stock offering on August 12, selling the entire deal on a forward basis rather than issuing the shares itself. The structure fixes the REIT’s equity pricing now while deferring both the cash and the share count until a settlement date the company can push as far out as August 10, 2028.
Morgan Stanley, Citigroup Global Markets and KeyBanc Capital Markets served as underwriters and as forward sellers, with their respective affiliates acting as forward purchasers under separate forward sale agreements struck August 10. To hedge the forward purchasers’ obligations, the forward sellers borrowed and sold the full 13.25 million shares into the market on August 12. The underwriters also hold a 30-day option for up to 1,987,500 additional shares.
Settlement stays on the company’s clock
Upon physical settlement, the REIT intends to deliver 13.25 million shares to the forward purchasers in exchange for cash per share equal to the public offering price less underwriting discounts and commissions, subject to adjustments spelled out in the agreements. Three features of the timing sit with the company:
- settlement can be taken in one or more tranches on dates of its choosing, up to August 10, 2028;
- it may elect cash or net share settlement instead of delivering stock, subject to conditions;
- proceeds flow to American Healthcare REIT Holdings, LP in exchange for operating partnership units.
Earmarked for senior housing
The operating partnership intends to put the money toward a pending senior housing portfolio acquisition, other potential investments and general corporate purposes. That pending deal is the roughly $873 million Kensington portfolio, eight communities totaling 745 units across California, Maryland, New York and Virginia, which AHR agreed to buy the same day it signed the underwriting agreement. Gross proceeds from the offering are expected to run about $712.2 million.
For a listed REIT chasing acquisitions in a competitive senior housing market, the forward structure does two things at once: it locks in a price against an identified pipeline deal, and it leaves the company free to draw the equity down when that acquisition actually funds rather than carrying unemployed capital in the meantime. AHR has leaned on the format repeatedly this year, having entered forward sale agreements through both a May follow-on and its at-the-market program.
The shares were sold off the company’s effective shelf registration on Form S-3, with Venable LLP providing the validity opinion. The report was signed by Jeffrey T. Hanson, who added the chief executive title in July while remaining chairman.
